Hypoxia
by Swinging Cloud
Summary: Sequel to Breathless. "Brittany's floored that Santana has come so far- far enough to trust her completely with not just her body, but with her very breath, with her life, and she concentrates hard on what she's doing as she tightens her arm around Santana's neck." Brittana. Breath!play. Obvious smut. SUMOSMU #1


**Title:** **Hypoxia**

**Summary:** Sequel to Breathless. "Brittany's floored that Santana has come so far- far enough to trust her completely with not just her body, but with her very breath, with her life, and she concentrates hard on what she's doing as she tightens her arm around Santana's neck." Brittana. Breath!play.

**WARNING:** This is a kinky, smutty story involving breath!play, or erotic asphyxiation. Also, lots of strap-on sex. If that's not your thing, then my suggestion is you should probably not read it. Just a thought. :)

**A/N:** So this is the first fic in what will hopefully be a long series of fics that are part of a little project I like to call **SUMMER OF SMUT**, in which I will be trying to fill a different Brittana GKM prompt every week (or every other week, I mean, I have two other stories that need updates, too)- every Wednesday , to be precise (Wanky Wednesday, if you will)- of the summer, from June until August or maybe September, depending on what my life is like. Got a folder full of smut-prompts and I diiiive in-

Okay, lol. Anyways. This isn't really a fill so much as it's a companion piece to a fill, BUT- I really do have a folder full of prompts, most of which are pretty unique (and I don't mean Wade, lololol), so if you want to read something different (but not too crazy or gross, because, come on, I have some taste) then join me on my adventures into Smut-Land!

All right, moving on-

As the summary foretold, this is the sequel to my other story, Breathless, inspired by the request of my dear **bagel** friend. This one's for you, bro! ;)

This story is ALSO dedicated to my very good lighthouse, **NegativeSpaces**, who isn't actually speaking to me right now because I'm supposedly a tool and she'd rather have rhinestones, but JUST KNOW THAT I LOVE YOU BB OK SO STOP BEING A STUBBORN LIGHTHOUSE AND UPDATE **BATTLESONG** ALREADY.

I'd also like to thank a very special jelly by the name of **jellymankelly** for dealing with my shenanigans when it came to picking a title for this, and for offering up some of her own creative choices. Best. Soulmate. EVER. "If it's not choked, don't asphyxiate it!"

And without further ado- **you've read the** **warnings** (I hope) so very happy reading! 8)~

* * *

Brittany's loud laughter immediately draws Santana's attention, and she looks up from the magazine she's been absent-mindedly perusing to find her blonde girlfriend. When she does, a small, involuntary smile spreads over her face, and she can't help the warm feeling that settles into her chest, despite the fact that she's already warm all over.

Too warm, in fact.

It might be time to turn over.

Santana sits up from her position on her lounge chair and sets her magazine to the side. She contemplates calling Brittany over to spread sunscreen on her back, but ultimately decides that Quinn is closer. She turns to her right and finds Quinn already squeezing sunscreen into her palm in preparation. She lifts a questioning eyebrow beneath her wide sunglasses, and Quinn smirks.

"We've been friends for years," Quinn answers like it's no big deal, offering a careless shrug. "If I don't know by now when you need sunscreen…"

Shaking her head slightly, Santana turns in her chair, offering her back, and sighs as Quinn spreads the smooth liquid over her skin, starting at her neck and working her way down over her shoulders and back. In the distance, Brittany shrieks as Mike and Blaine team up to throw her in the pool, diving in seconds after. The huge splash of water that rises into the air as a result makes Santana thankful that she and Quinn had set up their lounge chairs on the grass, far away from the threat of being drenched.

"Do you ever worry?" Quinn asks softly, pausing in her application to get more sunscreen. The cap makes a tiny plastic noise as Quinn snaps it closed, and then hands are working their way down Santana's lower back.

Santana sighs, knowing exactly what kind of _worry_ Quinn is referring to. "All the time. But what's done is done, you know? I can't change the fact that she failed- though, trust me, I've tried. I wouldn't be surprised if Figgins has a restraining order against me."

Quinn chuckles from behind her, and then Santana feels the sunscreen bottle being thrust into her hands. Wordlessly, she squirts some liquid into her palm, turns, and begins to apply it to Quinn's shoulders. It's a routine they've done for years, so orchestrated that it's kind of worn into them. The screaming and splashing hasn't let up from the pool, and Santana can't help but feel a little wistful. The end of summer is fast approaching, and she's still not sure what she's going to do about- well, _anything_, really- but she can't help feeling that she will miss days like this.

"I leave for New Haven on Monday," Quinn says quietly.

Santana nods absently, even though Quinn can't see her. Her attention is still attuned to the sounds of Brittany's whooping delight. Santana wonders if there will be any water left in the pool to swim in-

"-not sure what I want to major in, though," Quinn says, and Santana suddenly realizes that Quinn's been talking the entire time. Oops.

"You'll figure it out," she reassures, finishing smearing sunscreen on Quinn's lower back. She sets the bottle down between their chairs and, almost as if it's a choreographed routine for Glee Club, they both lay down on their stomachs at the same time.

Santana closes her eyes, the sun lulling her into a heat-induced coma. She can still hear everything going on in a background sort of awareness, and she listens to her own steady breathing and the slowed-down beating of her heart. At some point she registers that Kurt is off work from his shift at the Lima Bean and has joined the others near the edge of the pool, but she really couldn't care less. She's a cat lying in the sun. She's a lizard lying on a warm rock. She's-

_ Plip. Plip._

-suddenly got cold drops of water on her.

She opens her eyes slowly, unalarmed. She knows who's dripping water on her before she sees her. The bond she shares with Brittany makes her acutely aware of her presence, and besides, no one else would dare get so close to her when she's trying to sunbathe. Not if they want to keep their lungs.

"Hi," Brittany greets, her voice low but playful, her blue eyes shining as she kneels in the grass before Santana. She reaches forward to pluck Santana's sunglasses off, and her blue eyes seem to shine even brighter at the appearance of Santana's squinting brown ones.

"Hey," Santana breathes, a huge smile gracing her lips despite her trying to tone it down. Sometimes she wonders how she can be so completely happy, but then she just looks at Brittany and all those thoughts fade away.

"I missed you," Brittany confesses in a small voice, reaching out to stroke a thumb over Santana's bare, sun-kissed shoulder. "Are you going to come swim with me?"

Santana reaches up to cup Brittany's hand, the touch sending a pleasant tingle down her spine. "I don't know- are the sea monsters done terrorizing the pool? Is it _safe_?"

Brittany giggles before nodding quickly, ducking her head and looking up at Santana through her lashes. Santana feels her breath catch in her throat, sliding her eyes over Brittany's face- her freckles are far more prominent, even with the streak of dark pink across her cheeks from the sun, and her hair is the fairest she's ever seen it, even though it's wet. Brittany leans down and nudges her nose against Santana's before whispering, like a secret. "But even if they weren't, I would keep you safe."

Santana smiles and breathes back, "I know you would, B," before closing the small gap between their lips. They kiss sweetly for a moment before Brittany pulls back with a wide grin.

"You're going to look like a lobster if you stay in the sun any longer, anyways."

Santana raises an eyebrow at her girlfriend, but ultimately decides not to question her logic. Instead, she says, "No, I'm going to look like Quinn."

"I heard that," Quinn grumps from beside them before sitting up and stretching her arms over her head gracefully. Brittany laughs, tugs on Santana's hand, and Santana feels her heart racing- she can't help it- as she lets Brittany pull her over to the water.

* * *

The sun has just started to go down, and they're all gathered around Blaine's firepit, rehydrating and munching on chips his parents had provided for them. The radio is on softly in the background, sending positive vibes, and Santana can't help but think, again, that she will miss days like this.

Brittany's curled up into her side, resting her forehead on her shoulder, tired out from swimming and joshing around all day. Her skin is emanating warmth, but Santana doesn't mind- it's comforting. The smoke from the small fire wards away the mosquitos and other pests, and Santana lets herself sink into a kind of relaxed silence, just observing everyone as they chatter on about their various plans and enjoying the pressure of Brittany beside her.

Tina and Blaine begin arguing about what colleges they want to go to when they graduate, and Santana notes that both of them are near cities where their significant others- Mike and Kurt- are going to end up. On her left, Quinn is talking quietly with Mercedes, who's holding Sam's hand, and Santana wonders why so many of them have to split up so soon. She knows long distance is hard- she still doesn't want to face the fact that two thirds of her options result in her leaving Brittany in Lima while she travels elsewhere- but _all_ of them- every single couple in the Glee Club- will be facing the challenge, if they haven't already. She thinks of Finn and Rachel and wonders if it's worth it- pursuing her dreams at the cost of her relationship with Brittany.

She squeezes Brittany's hand; nothing will ever be worth giving up her relationship with her. Every dream she's ever had included Brittany and will always include Brittany. It just sucks that now she has to re-shape some of them, but as long as the end result is the same, she doesn't mind.

She's not stupid, though- she knows that their relationship is going to change, even if she makes the decision to stay in Lima, simply based on the fact that she's not going to McKinley anymore. She hopes the change is for the better, but she has no way to know for certain. What she does know for certain, however, is that she loves and trusts Brittany more than anyone in the entire world, and that, no matter what happens in the future for them, that will never change. She will never love or trust anyone as much as Brittany, even if she moves on to someone else-

Santana rolls her eyes at herself. She sounds like an old spinster or something- or worse, Quinn. She doesn't need to worry about those things _now_. She has a few weeks, and if anything, she's great at pushing away her feelings on important things. The irony makes her smile, and she tunes back in to the conversation, which has shifted to something much lighter.

Santana can't help but laugh as Mike tries to show Sam how to do a _coffee grinder_, and Mercedes' raucous laughter as Sam ends up in the dirt makes her laugh even harder. Sam sports a good-natured, though sheepish, smile as Mike tries to correct his form, and the whole thing is super entertaining-

Until Santana feels Brittany's moist lips press to her bare shoulder, and all at once she can think of nothing else. Brittany's lips linger, parting slightly to allow the very tip of her tongue to swipe at Santana's skin, and Santana bites her lip, feeling her pulse pick up from just that small, imperceptible action. Everything going on around her fades away, and her senses hone in on Brittany's mouth against her skin as Brittany inconspicuously kisses across her shoulder to the base of her neck before latching on there and sucking slowly.

Santana swallows, suddenly very aware of her pulse between her legs. Brittany's hand lands on her bare thigh, her fingertips tease along her tanned skin. Santana shivers and bites her lip, a million excuses on why she and Brittany suddenly need to leave running through her mind.

Thankfully, Kurt saves them. He stands up and stretches dramatically. "Well, I hate to kick you all out, but- get out," he says jokingly.

"Kurt's got an early shift at the Lima Bean tomorrow," Blaine explains, smiling up at his boyfriend like a dolt. Santana would roll her eyes, except she knows she looks at Brittany the same way. Idiots, all of them.

Quinn stands up, stating she needs to go home and continue sorting through her things, anyways, and Mercedes and Sam chime in and soon they're all hugging each other and saying good-byes. Santana wonders if this is the last time she will see some of them before they go, and it probably is- after all, she still has to figure out what she's doing, and spend as much time with Brittany as possible-

Brittany's holding her hand tightly, and smiling sweetly at her, and Santana doesn't know how she got so lucky, but she's really not going to question it.

Nothing is worth giving up her relationship with Brittany, after all.

* * *

Santana's smearing facial moisturizer over the bridge of her nose and cheeks in her vanity mirror when Brittany slides up behind her, stroking warm fingertips up and down Santana's very bare arms and pressing wet, sensual kisses to her shoulders. Brittany sweeps Santana's dark hair to the side to expose more skin, and then Santana feels lips on the back of her neck, teasing.

Santana pauses for a moment to study them in the mirror. Brittany's eyes are open and watching her as she drags her lips across Santana's shoulder blades, and Santana can see the hint of a smirk tugging at the blonde's lips as their eyes meet. Santana loses herself for a moment, getting lost in the depths of Brittany's blue eyes- the proximity of her girlfriend, the warmth of her body, the softness of her lips, the way her blonde hair tickles Santana's shoulders, the intensity of their eye contact- all of it makes Santana feel too much, and she draws in a stuttering breath, knowing in her heart that she will never love someone more than she loves Brittany.

Warm hands begin to smooth over Santana's shoulders, squeezing gently, massaging her, and Santana finds herself leaning back into her girlfriend, sighing at the pressure on her muscles. They aren't sore, but Brittany's touch always makes her feel good, regardless. She tilts her head back, and Brittany dips her head to suck at Santana's neck, and when she pulls back, blue eyes glinting with desire and mischief, Santana playfully reaches up and taps her nose, leaving a glob of moisturizer.

Brittany's eyes cross briefly and her nose scrunches; Santana bites her lip, trying to contain her grin, but she's laughing, and then Brittany's rubbing her nose against Santana's cheek and her fingertips dance up Santana's ribs, tickling her until Santana's shrieking and trying to squirm away.

Brittany's not having any such thing, though- she picks Santana up, who's still flailing and laughing, and carries her unceremoniously to the bed. She drops her in the center of the comforter, giggling as Santana bounces once and immediately brings her arms up to protect herself.

"Britt- _no_- sto- aah!" Santana can hardly breathe from laughing so much, and with her arms up protecting her ribs, Brittany goes for the kill- she quickly pushes up Santana's a-shirt, presses her mouth to her exposed stomach and blows.

"_Brittany_!"

Santana giggles, gasping for air, and tugs on blonde locks, trying to pull her girlfriend away from her stomach- but then Brittany's mouth does something _else_, and her grip instantly switches from pulling to pushing, keeping her head there as teeth and tongue and lips all introduce themselves to the flat plane of her abs. Her breath catches in her throat, and she feels light-headed.

"Brittany-" Santana says again, sounding breathless in a completely different way as Brittany presses soft, biting kisses across her stomach and along the waistband of her panties. After a moment, the kisses move up Santana's chest, over her shirt, and end on her lips, and she eagerly opens her mouth to receive Brittany's tongue, which rubs against hers like wet, velvet sandpaper, making her shudder and moan. Santana wraps her smooth, bare legs around Brittany's, tangling their bodies together, and Brittany lets her weight settle on top of Santana as they kiss slowly, taking the time to explore each other's mouths, to tease each other, to elicit the familiar gasps and groans that always accompany any of their make-out sessions. They let their hands wander, stroking up ribs and across collarbones, behind ears and over toned thighs.

Brittany shifts a leg between both of Santana's, shivering at the deep moan the action incites. Santana only tightens her hold, and Brittany breaks the kiss to let her mouth trail hotly down Santana's jaw to her neck. Santana shudders as pleasure sparks through her- Brittany always knows exactly where to kiss, where to touch, to get her pulse throbbing, to get her sex throbbing. She rolls her hips up, pressing herself against Brittany's thigh, and smiles at the shaky moan Brittany releases in her ear.

"You're so wet already," Brittany whispers, pressing her thigh harder into Santana's center, feeling the girl's arousal even through her panties. Santana can only moan in response, burying her fingers in Brittany's hair and guiding her into another deep kiss.

As they kiss, Santana listens to the pounding of her own heart, feels the tender way Brittany cups her face and strokes a gentle thumb down her cheek, revels in the overwhelming sense of safety she feels lying beneath the love of her life. She makes a swift decision and grabs Brittany's hand, then guides it to her own throat.

Brittany pulls back quickly, her eyes wide with surprise as she studies the girl beneath her. "Santana-"

Santana cuts her off with a searing kiss before she breathes, "I want to. Britt, I want you to." She reassures Brittany by teasing fingertips down Brittany's fingers, which are still lying against her throat. She locks eyes with her and swallows slowly, letting Brittany feel her throat bob, feel her muscles move, and doesn't miss the way blue eyes darken noticeably.

"Are you sure?" Brittany whispers, licking her lips, and Santana nods. She knows it's something Brittany wants- something Brittany's wanted for a while. Santana knows she will never trust anyone as much as she trusts Brittany-

And she wants to give Brittany everything that she wants.

Also, if she's being completely honest- she's always wondered what it's like- giving up total control to Brittany. It's different than being topped, surely. She wouldn't just be giving up control of her body- no, she'd be giving up control of her _breathing_, her most basic function, and she can't deny that the idea of letting Brittany fully and wholly dominate her is totally hot. So as Brittany leans in to kiss her sweetly, Santana opens her mouth and deepens the kiss, tightening her hand in Brittany's hair and squeezing her legs where they are tangled around Brittany's thighs.

"I love you," Santana whispers against Brittany's jaw before she presses a hot kiss there. "I love you, and I want to give you everything."

"Santana, you don't-"

"I already told you- I _want_ to," Santana says firmly. Then she switches her approach, licking her lips and tilting her head to expose more of her neck. "Don't you want to?"

Brittany bites her lip and nods quickly, her eyes tracing over the smooth skin of Santana's neck before she bends to kiss her pulse point, which flutters beneath her lips. Santana smiles and guides Brittany's hand back up to her throat, but Brittany pulls it away again, breathes in Santana's ear, "Just- not like this."

At Santana's questioning look, Brittany sits up and pulls Santana up with her. Reverently, she slips her hands under Santana's a-shirt and slides them upwards, removing the shirt and tossing it off the bed, taking the opportunity to remove her own shirt and leaving them both bare from the waist up. She presses kisses to Santana's bare shoulders as Santana lifts her hips up enough to tug her panties down her thighs and off before letting them join their shirts on the floor.

Now fully naked, Santana lays back down, looking up at Brittany, waiting for her to say or do something. She strokes her hands lazily up and down Brittany's bare thighs, her heartbeat quickening and her breathing picking up in anticipation. She's a little nervous, but she trusts Brittany- completely. She knows Brittany would never hurt her, but the thought that she's about to try something totally new has her pulse racing just a little as Brittany bends down to place a tiny, soft kiss to the front of her throat.

"Relax," Brittany breathes in her ear, and her hot breath sends a shiver down Santana's spine. "I'll be right back."

Santana nods absently as Brittany climbs off of the bed and disappears into the bathroom. She takes a deep breath, still feeling slightly light-headed, and tries to calm her nerves.

* * *

Santana can't help the way her stomach flutters and her thighs clench at the sight of Brittany returning from the bathroom with their strap-on fastened snugly around her hips. As Brittany reaches the bed Santana can't help but rise onto her knees to meet her in a passionate kiss, her hand reaching out to pump the shaft between Brittany's legs hard, making the blonde's hips jump forward at the sudden friction on her clit, a surprised moan rising up from deep in her chest.

The sound eggs Santana on and soon Brittany's pressing her to the mattress, driving between her willingly-spread legs. Santana has time to cry out a desperate, "_Yeah_, Britt-" before she's being silenced by the blonde's hungry mouth. She clutches Brittany's shoulders and for a minute they forget all about what they're supposed to be doing and get lost in their instinctual need, as Brittany ruts between her legs and Santana locks her ankles behind her ass, keeping her close.

Brittany's panting already, grunting with each hard, wild thrust, and Santana feels her orgasm approaching. She pulls back from the sloppy, frenzied kiss she's engaged in to beg, "_Now_, B- take it."

Her words break through the primal spell they're both under and Brittany slows her thrusts to a halt, her eyes locking with Santana's. She's still breathing hard and trembling, but she sits up and pulls out, causing a frustrated groan to tumble from Santana's lips.

"Not like this," Brittany repeats, taking deep breaths to calm herself down. She moves to the headboard and arranges some pillows before leaning back against them. "Come here," she breathes, and Santana tucks a lock of hair behind her ear, biting her lip shyly before she crawls over and moves to straddle Brittany's hips. A pale hand stops her. "No," Britt whispers in her ear. "Turn around."

A thrill shoots down Santana's spine as she meets Brittany's eyes- dark and swirling with desire and so much love- and she does as she's told, turning her back to Brittany as she straddles her. Her pulse is pounding- they rarely do this position. Santana feels nearly overwhelmed already.

Santana feels Brittany run a soothing palm down her spine as she reaches beneath herself to guide the dildo to her more-than-ready entrance. She sighs as she sinks down onto it, loving the way it completely fills her, and shivering at Brittany's sharp intake of breath behind her and the way Brittany squeezes her hips.

"Ungh- _fuck_- you're so sexy," Brittany half groans, and the helpless admiration and desire in her voice emboldens Santana. She rocks her hips a little before she rises up slowly, pulling almost all the way off before sinking back down again.

Behind her, Brittany swallows and struggles with her own control. The way Santana rides her is so carnal and natural- like she's some kind of sex goddess- and Brittany shamelessly takes in the sight of Santana's firm ass pressed to her lower stomach when she drops down, and the sight of the dildo- slick and gleaming with pure Santana- when she rises up. She could just lay back and watch Santana work her all night- but she has a job to do. She stills Santana's hips with her hands and sits up fully, pulling Santana back against her, cradling her close. She can feel the way Santana clenches around the dildo from the slight movement of her inner thighs and ass against her hips, and it's so hot Brittany has to take a deep, calming breath and talk herself out of fucking Santana senseless right at that moment. Instead, she reaches around to Santana's front and palms her breasts, cupping them and loving the weight of them in her palms, the softness of her skin against her fingers, the way her nipples harden even further under her thumbs.

Santana arches against her, moaning and dropping her head back to rest on the shelf of Brittany's shoulder, and Brittany takes the opportunity to attack her neck, whispering, "You're so beautiful, Santana."

Santana turns to look at her, her eyes half-lidded, her lips parted, and Brittany can't resist the urge to kiss her as her hands grow rougher on Santana's breasts, squeezing and tugging on stiff nipples until Santana cries out in her mouth, rocking her hips forward desperately.

"Britt, _please_. _Fuck_-"

Brittany silences her with another kiss, and then she's sliding her right hand down Santana's taut stomach and caressing her right inner thigh. Her left arm she untangles from around Santana. She pauses.

"Are you ready?" She asks gently, and it's also her way of asking _are you sure_, and Santana looks deep into blue eyes and nods.

"_So_ ready."

Brittany swallows at the complete trust and love and devotion in Santana's open expression, completely floored and happy beyond words that she and Santana have reached a point in their relationship that she had always hoped for- where Santana could fully trust her, could fully be open about everything, every _feeling_, with her. It still blows Brittany away, and she presses a sweet kiss to Santana's lips as she carefully slips her arm above Santana's left shoulder and across her neck, letting the crook of her elbow rest against Santana's throat.

Brittany takes a deep breath and focuses- this method is both easier and harder. It's easier to choke Santana with minimal effort in this position- but harder for Brittany because it takes so little effort it will be difficult to stay in the _safe_ zone without causing Santana to pass out. But Brittany chose this position because it's intimate- because she wants to really _feel_ Santana, and because she wants Santana to feel safe, to feel secure. To feel confident about trusting Brittany with something so important.

Brittany lets her left hand rest on Santana's right shoulder and reminds Santana about their _safeword_, and Santana nods barely, shaking- not with fear, but with want, with anticipation, with love-

And then Brittany moves her hips.

It's nearly impossible to get any kind of leverage in the position they're in- it's more of a slow rolling of Brittany's hips- but it's enough to make Santana moan- until Brittany tightens her arm, and Santana's breathing becomes slightly restricted.

Brittany's right hand slips down between Santana's legs and begins to slowly stroke her clit, teasing circles around it, and Santana's hips move against her hand as they start a slow, grinding sort of rhythm.

Santana's left hand tightens on Brittany's thigh beneath her, but she doesn't give the safe word- she simply holds onto it for dear life as she feels her pleasure building and her thoughts becoming a little fuzzy, a little disconnected.

Behind her, Brittany is panting. Her abs and thigh muscles haven't reached the point of exhaustion yet- they get a regular work out, after all- but the entire situation, the fact that she has absolute control over Santana's body, has made her almost painfully aware of her own state of arousal. She tightens her grip on Santana, putting a little more pressure on her neck, and hears Santana's breaths turn increasingly more ragged. She knows Santana's at the point where she's about to start panicking- Brittany's been there before, enough times to recognize the signs. She continues her assault on Santana's clit, gives another slow, steady roll of her hips, and presses a kiss beneath Santana's ear, which is positioned right by her mouth.

"Oh, San- you're doing so well- I love you so much-"

Santana hears Brittany's encouraging words in her ear, and latches onto them. Inside her head, alarm bells are going off, warning her- you need air!- and adrenaline is starting to kick in from the slight panic. She tries to focus on Brittany's voice and let herself relax. Brittany's body is warm where it's pressed against her. She can feel Brittany's breasts against her back, her hard nipples letting Santana know that Brittany's enjoying this as much as she is.

"I'm so honored that you trust me enough with this."

Santana's heart flutters. She's never felt more safe than when she's in Brittany's arms, and even with her air supply being slowly cut off, that feeling hasn't dissipated; it overrides the slight panic and Santana finds herself calming into some weird state between floating and sinking as Brittany murmurs, "I've got you, honey," before pressing a fervent kiss below her ear.

Brittany feels the vibrations of Santana's moans against her arm; she can tell that Santana's getting close by the way her thighs are tensing, shaking. She picks up the pace of her fingers on Santana's clit and tightens her arm just a little bit further, ready to bring Santana to her release.

Santana's breathing is almost completely restricted and she shuts her eyes because her vision is swimming, her head is completely fuzzy but Brittany- and the pleasure- is sharp and intense. It's almost too much- her brain feels like it's floating away, but Brittany inside her, Brittany's fingers on her clit, are keeping her body grounded, and the only thing Santana can really grasp or focus on is her approaching orgasm.

"You're so sexy like this," Brittany breathes into her ear. The words echo in Santana's mind. She feels Brittany's breaths against her skin; they stick in her mind, in her, and the movement of Brittany's chest behind her makes it almost feel like Brittany's breathing for her, like she can breathe if she focuses on Brittany's breaths-

When Brittany tells her to come, Santana does so without any kind of thought or control- her body responds on its own, and it's exhilarating; her orgasm rips through her violently, seizing her muscles and she arches beautifully against Brittany as Brittany stills her hand on her clit but keeps moving her hips. She struggles to breathe, but she can't, and she feels herself slipping-

And then Brittany loosens the pressure around her neck and Santana sucks in a huge gasp of air, shuddering as the waves of pleasure coast through her limbs, through her chest and her fuzzy brain. Her nerves tingle as oxygen is restored to parts of her body. Her skin feels like it's got an electric current running through it. It's unlike anything she's ever felt before, and it seems to just go on forever.

She moans out loud, sounding hoarse, when two warm palms cup her breasts again and suddenly she's being guided forward onto her stomach and knees. She grabs the sheets with her right hand and lays her left forearm under her forehead as Brittany settles behind her, sliding hands down her back before setting them firmly on her hips.

"Fuck- Santana-" she pants, thrusting her hips forward uncontrollably. She leans down and bites Santana's back, and Santana arches, aching inside despite the fact that she just had the most intense orgasm in her entire life. Brittany's not slow or gentle as she fucks Santana from behind, chasing her own release like her life depends on it. The roughness makes Santana clench hard, putting pressure on the dildo and, by extension, Brittany's clit.

Brittany curses again, pushing harder. Sweat drips down her temple and she can't help but squeeze Santana's ass cheeks- they're right there, after all, firm and beautiful. Feeling Santana pressed flush to her while she came in her arms was more than Brittany's fragile control could withstand.

Santana loves Brittany like this- dominating, wild- and she encourages her by thrusting back into her and offering her their familiar dirty talk.

"Yeah, Britt, did that turn you on? Having complete control over my body? Making me come so hard for you- _ugh_-"

Brittany drives harder, faltering in her rhythm. Santana knows she's so close-

And then Brittany smacks her ass, and Santana cries out at the slight burst of pleasure and she's suddenly so much closer to her own orgasm. Brittany smacks her again, harder, panting.

"Come on, Santana, fuck, you feel so good-"

Brittany's hips jerk wildly and she suddenly grabs Santana's hips hard. Santana can tell without looking at her that Brittany's coming, and the thought coupled with the fact that Brittany's still pounding between her legs makes her come again; she cries out Brittany's name into the sheets as her second orgasm pulses through her.

After a moment, Brittany's hips still behind her, but she stays buried inside her, letting Santana ride out the final waves of her orgasm- knowing she likes to feel her inside while she comes down. Brittany presses kisses down her spine, smoothing hands down her outer thighs, and finally, Santana catches her breath and turns her head slightly to find Brittany's eyes. They stare at each other for a long moment, saying more with their eyes than they could with words, until finally Santana smiles.

"Come here," she rasps, and Brittany pulls out slowly before she maneuvers out of the harness and lies down beside her, so close she might as well be on top of her. Santana leans forward for a kiss and Brittany meets her halfway. They kiss lazily for a few minutes; Brittany strokes fingers through Santana's hair, trails fingertips down her spine.

Finally, Brittany pulls back, searching Santana's face nervously. "So- was it- was I-"

"You were _perfect_, Brittany. Perfect," Santana sighs. Brittany smiles her slow, adoring smile at her, and Santana's heart flutters in her chest. "I love you so much."

"_So_ much," Brittany agrees, pressing kisses to Santana's face, and Santana laughs a little, giddy with the pleasant feelings thrumming through her.

"I know what you mean, now," Brittany says slyly. At Santana's curious raised eyebrow, she adds, "about being breathless, even though I wasn't the _gasper_."

"Yeah?"

Brittany nods thoughtfully, then gives a shrug. "Yeah. It's hard work."

Santana rolls her eyes, but one look at Brittany's face tells her that though Brittany just made a joke- she knows exactly what Santana means.

And though it tells her that Brittany knows how Santana feels about her- her _private_ feelings- Santana's completely okay with that.

* * *

**All right, so. That's it, that's the fic. **

**AND NOW FOR A WORD FROM OFFICER SAFETY:**

**If you are into breath!play, PLEASE PRACTICE IT SAFELY. Do the research, always have an out, etc. etc. Don't be a statistic. Have fun, but play safe. :)**

**And that's all I have to say about that!**

**Review if you feel up to it (hah, wanky) but if not, well, that's okay, too. :)**

**See you next time, pals! **


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